Share Sale Agreementswith expert lawyers

A Share Sale Agreement is the main legal document used when existing shares in a company are being sold from one person or entity to another. It records the key terms of the deal, including who is buying and selling, how many shares are being transferred, how much is being paid, and what has to happen before the sale is completed. Sprintlaw’s current page positions it as the document used to formalise a share sale with a clear, legally binding agreement.

You are most likely to need one when ownership in a private company is changing hands. That might be because a founder is exiting, an investor is buying existing shares, or one shareholder is selling some or all of their stake to another person. These kinds of transactions are usually too important to leave to informal emails or basic transfer forms alone.

It is also important to make sure you are using the right document for the deal. A Share Sale Agreement is used when existing shares are being sold, whereas a Share Subscription Agreement is used when the company is issuing new shares. If that distinction is not clear at the start, the transaction can quickly become more complicated than it needs to be.

A strong Share Sale Agreement should clearly set out the commercial terms of the sale. In most cases, that includes the parties, the shares being sold, the price, how payment will work, and when completion will take place. It should also explain what documents, approvals or actions need to happen before the transfer is finalised.

Beyond the basics, this kind of agreement usually needs to deal with the parts of the transaction that create real risk. That often includes conditions precedent, warranties and indemnities, completion deliverables, and post-completion obligations. In plain English, it should not just say that shares are changing hands - it should explain how the deal works and who carries the risk if something is not as expected.

For private companies, the agreement also needs to fit with the company’s existing rules. Share transfers are often affected by the constitution or a Shareholders Agreement, including things like pre-emptive rights, transfer restrictions or board approval requirements. That is why a template that ignores the company’s existing documents can cause problems very quickly.

Usually, the problem is not that the sale immediately falls over. It is that the important parts of the transaction are left unclear. That can lead to disputes later about price, payment timing, completion steps, what approvals were required, or what one party believed had been promised about the company.

There is also a real process risk in private companies. Share transfers often need to follow existing company rules, and Sprintlaw’s share transfer guidance highlights common issues like ignoring pre-emptive rights, missing board approval requirements, or relying on a template that does not fit the deal. If those steps are missed, the transaction can become messy very quickly.

There can also be compliance housekeeping after completion. ASIC says that if shares are transferred between shareholders, the company must tell ASIC within 28 days, and the transfer is handled through changes to the members register. That is another reason it helps to document the sale properly from the start, rather than trying to fix the paperwork after the transaction has already moved ahead. You may also need broader support like a Share Sale Package if the sale is part of a larger transaction.

You can use a template, and for a very simple transaction it may help you understand the general structure of a share sale. It can give you a rough sense of the clauses that are commonly included and the kinds of issues that usually need to be documented.

The problem is that share sales are rarely as simple as they first appear. A template will not know whether your company has transfer restrictions, whether pre-emptive rights apply, whether the board needs to approve the transfer, whether there are multiple sellers, or whether the buyer is relying on specific warranties about the company. Those are exactly the kinds of issues that can change the drafting significantly.

It also will not help you if you are using the wrong structure altogether. Sometimes what looks like a share sale is really a new share issue, or part of a broader ownership restructure. In that case, your business may need a Share Subscription Agreement or advice on how the transaction fits with the company’s existing shareholder arrangements.

For many businesses, the better option is a middle ground - more reliable than a generic template, without the uncertainty of a traditional hourly-billing firm. A tailored Share Sale Agreement gives you a document that matches the actual deal, the company’s existing rules and the risks that matter to your transaction.

Sprintlaw offers fixed-fee pricing, so you know the cost upfront before any work begins. That means no surprise bills and no uncertainty about how much your legal support is going to cost.

A Share Sale Agreement with Sprintlaw typically costs between $900 and $1800. The exact price will depend on the type of help your startup needs - we can provide a free quote based on your business and what you’re looking for.

If you expect to need legal help on a more regular basis, we also offer membership options that can support your business as it grows.

Sprintlaw helps startups get legal support in a simple, flexible way. Instead of the traditional law firm model, we offer an easier online process designed for busy founders who want practical advice without unnecessary complexity.

To get started, you can request a free quote and tell us a bit about what your business needs. From there, we’ll guide you through the next steps and connect you with one of our lawyers, who can work with you by phone, email or video call.

We keep the process straightforward from start to finish, so you can get the legal help you need while staying focused on building your business.

Sprintlaw is an online law firm that works with startups across Australia. That means you can get legal support from our team no matter where your business is based.

Because our service is fully online, it’s designed to be flexible and convenient for founders. You can work with our lawyers remotely and get the help you need in a way that fits around your business.